Daniel C.Hagen (Dan)

Practice Leader Employee Benefits & Executive Compensation

(T) + 1.212.326.3904

Dan Hagen, who co-chairs the Firm's Employee Benefits & Executive Compensation Practice, has more than 30 years of experience advising boards and senior management teams on executive compensation matters. His practice focuses on equity and other incentive compensation plans and employment and change in control programs for companies' leadership teams. Dan helps companies with compensation programs that create incentives for senior executives to execute on strategic corporate objectives and enhance value for shareholders and other stakeholders and that stabilize and incent management teams through strategic transactions. He has assisted companies through hundreds of mergers, divestitures, restructurings, and other transformational transactions, providing practical solutions to the difficult problems that arise in strategic transactions and managing the intricate tax, corporate and securities law, ERISA, and related rules that affect compensation programs in these settings.

Dan's recent transactions and restructurings include Reynolds American's $27.4 billion acquisition of Lorillard, the $5 billion disposition of its Natural American Spirit International businesses to JT Group, and its acquisition by British American Tobacco Plc at a value exceeding $90 billion; Exelis' acquisition by Harris Corporation for $4.8 billion; the sale of a majority interest in OE Connection to Providence Equity Partners; and the proposed sale of Oncor Electric to SEMPRA at an enterprise value of approximately $11.25 billion.

Dan is a member of the Board of Trustees of Baldwin Wallace University and chairs the Compensation and Enrollment Management Committees at Baldwin Wallace. He coauthored the Collier Monograph Employee Benefits and Executive Compensation in Corporate Bankruptcies.

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Experience

  • Supplier of automotive components and systems amends and extends existing asset-based global revolving credit facilityJones Day represented a leading global supplier of automotive components and systems in connection with the amendment and extension of its existing asset-based global revolving credit facility, including a Canadian revolving credit subfacility and European receivables securitization.
  • LORD Corporation to be acquired by Parker Hannifin for $3.675 billionJones Day is advising LORD Corporation in its $3.675 billion acquisition by Parker Hannifin Corporation.
  • Patrón Tequila acquired by BacardiJones Day advised Patrón Spirits International AG ("Patrón") in connection with the acquisition by Bacardi Limited of all of the issued and outstanding shares of Patrón.
  • International Automotive Components Group completes refinancing of Senior Secured NotesJones Day advised International Automotive Components Group, S.A., a leading global supplier of automotive components and systems, in connection with the issuance of $215 million of Senior Secured Notes due 2023 to Gamut Capital Management, L.P. in a private placement.
  • Mill Creek forms joint venture with ASRS to acquire all outstanding sharesJones Day advised Mill Creek Residential Trust LLC and its management team in the acquisition of all the outstanding shares of Mill Creek by the Arizona State Retirement System and the management team.
  • The Carlyle Group sells Signode Industrial Group Holdings to Crown Holdings, Inc. for $4 billionJones Day advised The Carlyle Group and its affiliates in connection with the sale of Signode Industrial Group Holdings (Bermuda) Ltd., a leading global provider of transit packaging systems and solutions, to Crown Holdings, Inc., a worldwide leader in the design, manufacture and sale of packaging products for consumer goods, for an aggregate purchase price of up to $4 billion.
  • Sempra Energy acquires indirect interest in Oncor Electric, valuing Oncor Electric at $18.8 billion in enterprise valueJones Day advised Oncor Electric Delivery Company LLC in its $18.8 billion total enterprise value disposition of Oncor Electric Delivery Company ("Oncor") under which a newly formed subsidiary of Sempra Energy acquired 100 percent of the equity of reorganized Energy Future Holdings Corp. (“EFH”), and certain of its direct and indirect subsidiaries, including EFH’s approximately 80 percent indirect interest in Oncor.
  • FirstEnergy raises $1.616 billion in private placement of Convertible Preferred StockJones Day represented FirstEnergy Corp., a diversified energy holding company, in connection with its issuance of $1.616 billion of Series A Convertible Preferred Stock in a private placement to affiliates of Elliott Management Corporation, Bluescape, and GIC.
  • FirstEnergy raises $850 million in private placement of Common StockJones Day represented FirstEnergy Corp., a diversified energy holding company, in connection with its issuance of $850 million of Common Stock in a private placement to funds affiliated with Zimmer Partners, LP.
  • GE sells industrial solutions business to ABB for $2.6 billionJones Day advised General Electric Co. with respect to labor, employment, and employee benefits matters in connection with the sale of GE's industrial solutions business to Switzerland-based ABB for $2.6 billion.
  • Auria Solutions obtains $350 million credit facilityJones Day advised Auria Solutions USA Inc., a supplier of soft trim and acoustical products for the automotive industry, in connection with a $350 million facility with Bank of America, N.A., as administrative agent. The new credit facility consisted of a $100 million term loan, a $150 million revolving credit facility, and a $100 million delayed draw term loan, and was made in connection with long-time client International Automotive Components Group North America LLC's spin-off of its soft-trim business into a joint venture with Shanghai Shenda Co., Ltd.
  • International Automotive Components and Shanghai Shenda complete joint venture transaction forming AuriaJones Day advised International Automotive Components Group S.A. ("IAC") in the formation of Auria Solutions Ltd., a new global supplier of soft trim and acoustical products for the automotive industry and joint venture with Shanghai Shenda Co. Ltd. ("Shenda") .
  • Verizon sells its cloud and managed hosting service to IBMJones Day advised Verizon Communications, Inc. in the sale of its cloud and managed hosting service to International Business Machines Corporation.
  • EagleTree Capital acquires CORSAIR for $525 millionJones Day advised EagleTree Capital in connection with the acquisition and related financing of CORSAIR, a world leader in high-performance PC components, gaming peripherals, and enthusiast memory, from Francisco Partners for $525 million.
  • Orchestra Prémaman attempted acquisition of Destination Maternity CorporationJones Day advised Orchestra Prémaman S.A. in connection with its attempted acquisition of Destination Maternity Corporation, which would have created a leading global provider of maternity apparel, childrenswear, and baby hard goods.
  • Reynolds American acquired by British American Tobacco Plc in deal valued at $49 billionJones Day advised Reynolds American Inc. ("RAI") regarding the acquisition by British American Tobacco, p.l.c. ("BAT") of 57.8 percent of the outstanding shares of RAI not owned by BAT and its affiliates in a transaction valued at $49 billion.
  • PHH Corporation sells remaining MSR portfolio for $912 million and enters subservicing agreement for 480,000 mortgage loans with New Residential Investment Corp.Jones Day advised PHH Corporation in its $912 million sale of all of its remaining MSR portfolio and related servicing advances to New Residential Investment Corp.
  • Verizon sells 24 data center sites to Equinix for $3.6 billionJones Day advised Verizon Communications Inc. in its $3.6 billion sale of 24 data center sites to Equinix, Inc.
  • GE sells water and process technologies business to Suez for $3.4 billionJones Day advised General Electric Co. with respect to labor and employee benefits matters related to the sale of GE's water and process technologies business to French waste and water treatment company, Suez.
  • PHH Corporation sells GNMA MSR portfolio for $122 million and exit from private label servicing businessJones Day advised PHH Corporation regarding the sale of substantially all of its GNMA MSR portfolio to Lakeview Loan Servicing for $122 million.
  • Speaking Engagements

    • December 5, 2013
      Employees Benefits and Executive Compensation, Cleveland Tax Institute
    • December 6, 2011
      Executive Compensation: Emerging Issues & Preparing for 2012
    • May 20, 2010
      Federal Health Care Reform--Effects on Employers; Tax Executives Institute, Inc., Cleveland Chapter
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